<PAGE>
As filed with the Securities and Exchange Commission on August 1, 2000
Registration No.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
COREL CORPORATION
(Exact name of registrant as specified in its charter)
<TABLE>
<CAPTION>
<S> <C>
Canada Not Applicable
(State of incorporation (I.R.S. employer
of incorporation or organization) identification no.)
</TABLE>
1600 Carling Avenue
Ottawa, Ontario
Canada K1Z 8R7
(Address of principal executive offices)
COREL CORPORATION STOCK OPTION PLAN
COREL CORPORATION STOCK OPTION PLAN 2000
(Full title of the Plan)
John Blaine
Corel Corporation
1600 Carling Avenue
K1Z 8R7
Ottawa, Ontario
(613) 728-8200
(Name, address and telephone number of agent for service)
Copy to:
C. Kevin Kelso, Esq.
Fenwick & West LLP
Two Palo Alto Square
Palo Alto, California 94306
CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
Proposed
Amount Proposed Maximum Maximum
Title of Securities to be to be Offering Price Per Aggregate Offering Amount of
Registered Registered(1) Share(2) Price Registration Fee
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<S> <C> <C> <C> <C>
Common Shares, no par value 5,437,242 $ 7.39 $ 40,181,218. $ 10,608.
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Common Shares, no par value 373,402 $ 8.57 $ 3,200,056. $ 849.
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Common Shares, no par value 576,200 $ 3.11 $ 1,791,982. $ 474.
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TOTAL 6,386,844 $ 45,173,256. $ 11,931.
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</TABLE>
(1) Represents the issuer's Common Shares (and associated rights under the
Shareholder Rights Plan Agreement, as amended and restated as of March 31,
1999, by and between the Company and the Montreal Trust Company of Canada,
as Rights Agent) (the Common Shares together with such rights, the "Shares")
that may become issuable upon exercise of options outstanding or hereafter
granted under the Corel Corporation Stock Option Plan (the "Stock Option
Plan") or the Corel Stock Option Plan 2000 (the "2000 Plan"), including
Shares that may become issuable in place of terminated or expired options.
As of July 20, 2000, 5,810,644 of such Shares are subject to options
outstanding and the remaining 576,200 are reserved for further option
grants.
(2) Pursuant to Rule 457(h) of the Commission, the registration fee was
calculated based on the weighted-average exercise price for the granted
options, and, with respect to 5,437,272 of the 5,810,644 Shares subject to
such options, at a price converted at a rate of USD $1.00 = CDN $1.4892, the
exchange rate reported by the Federal Reserve Bank of New York as the noon
buying rate in New York City for cable transfer payable in foreign
currencies as certified for customs purposes on August 1, 2000. Pursuant to
Rule 457(c) of the Commission, the registration fee with respect to 576,200
Shares in respect of which options have not yet been granted has been
calculated on the basis of the average of low and high sale prices for
Shares on the NASDAQ National Market System on July 31, 2000.
1
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
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The following documents filed with the Securities and Exchange
Commission (the "Commission") are incorporated by reference in this Registration
Statement:
(a) The Company's Annual Report on Form 10-K for the year ended November
30, 1999;
(b) The Company's Quarterly Report on Form 10-Q for the quarter ended
February 29, 2000;
(c) The Company's Quarterly Report on Form 10-Q for the Quarter ended
May 31, 2000;
(d) All other reports filed pursuant to Section 13(a) and 15(a) of the
Securities Exchange Act of 1934, as amended, (the "Exchange Act"),
since the end of the fiscal year covered by Registrant's documents
referred to in paragraph (a) above; and
(e) The description of the Company's Common Shares contained in the
Company's Registration Statement on Form 20-F filed with the
Commission on August 25, 1992 under Section 12(g) of the Exchange Act
including any amendment or report filed for the purpose of updating
such description.
(f) The description of the Rights contained in the Company's Registration
Statement on Form 8-A, filed with the Commission on March 25, 1999
under Section 12(g) of the Exchange Act including any amendment or
report filed for the purpose of updating such description.
All reports or other documents subsequently filed by the Registrant
and the Plan pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange
Act, prior to the filing of a post-effective amendment to the Registration
Statement which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold hereunder, shall be deemed to
be incorporated by reference herein and to be a part of this Registration
Statement from the date of filing such reports and documents.
Item 4. Description of Securities.
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Not applicable.
Item 5. Interests of Named Experts and Counsel.
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Not applicable.
Item 6. Indemnification of Directors and Officers.
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The Canada Business Corporations Act (in this Item, the "Act") permits
a corporation to indemnify a director or officer in respect of any civil,
criminal or administrative action or proceeding to which he is made a party by
reason of his status as a director or officer where the director or officer
acted honestly and in good faith with a view to the best interests of the
corporation, and in the case of a criminal or administrative action or
proceeding enforced by monetary penalty, the director or officer has reasonable
grounds for believing that his conduct
2
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was lawful, and requires the corporation to so indemnify such director or
officer who has been substantially successful on the merits of his defense of
such action or proceeding.
Section 7.02 of the Company's By-Law No. 6 provides that:
"Subject to the limitations contained in the Act, the Corporation
shall indemnify a director or officer, a former director or officer, or
a person who acts or acted at the Corporation's request as a director
or officer of a body corporate of which the Corporation is or was a
shareholder or creditor, and his heirs and legal representatives,
against all costs, charges and expenses, including an amount paid to
settle an action or satisfy a judgment, reasonably incurred by him in
respect of any civil, criminal or administrative action or proceeding
to which he is made a party by reason of being or having been a
director or officer of the Corporation or body corporate, if,
(a) he acted honestly and in good faith with a view to the best
interests of the Corporation; and
(b) in the case of a criminal or administrative action or proceeding
that is enforced by a monetary penalty, he had reasonable grounds
for believing that this conduct was lawful.
"The Corporation shall also indemnify such person in such other
circumstances as the Act permits or requires."
The Registrant also maintains a director and officer liability policy.
Item 7. Exemptions from Registration Claimed.
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Not applicable.
Item 8. Exhibits.
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4.01 Certificate and Articles of Incorporation of the Company
(incorporated by reference to Exhibit 3.1 to the Company's
Registration Statement on Form F-1 (Registration Statement No.
33-50886) (the "Form F-1")).
4.02 By-Law No. 6 of the Company (incorporated by reference to
Exhibit 3.2 to the Form F-1).
4.03 Specimen of Common Share Certificate (incorporated by reference
to Exhibit 4.1 to the Form F-1).
4.04 Shareholder Rights Plan agreement, as amended and restated as of
March 31, 1999, by and between the Company and Montreal Trust
Company of Canada, as Rights Agent (incorporated by reference to
the Company's Amended Registration Statement of Form 8-A/A,
filed with the Commission on July 20, 2000).
4.05 Corel Corporation Stock Option Plan.
3
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4.06 Corel Corporation Stock Option Plan 2000.
5.01 Opinion of McCarthy Tetrault as to the legality of the Shares
being registered and to be issued by the Company.
24.01 Consent of PriceWaterhouseCoopers LLP.
24.02 The consent of McCarthy Tetrault is contained in its opinion
filed as Exhibit 5.01 to this Registration Statement.
25.01 Power of Attorney (included on signature page to Registration
Statement).
Item 9. Undertakings.
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(a) The Company hereby undertakes:
1. To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or decrease
in volume of securities offered (if the total dollar value of securities offered
would not exceed that which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than a 20 percent
change in the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in this Registration Statement
or any material change to such information in this Registration Statement.
provided, however, that paragraphs (a)(1)(i) and (1)(ii) do not apply if this
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Registration Statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the registrant pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by reference in this
Registration Statement.
2. That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
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3. To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933 (the "Securities Act"), each filing
of the Company's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in this Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
----
fide offering thereof.
----
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Company has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Company of expenses
incurred or paid by a director, officer or controlling person of the Company
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Company will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
5
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Company certifies that it has reasonable grounds to believe that it meets all of
the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Ottawa, Province of Ontario, on this 31 day of
July, 2000.
COREL CORPORATION
By: /s/ Michael C.J. Cowpland
-------------------------
Michael C.J. Cowpland
(Chairman, President, Chief
Executive Officer and Director)
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, this Statement
has been signed by the following persons in the capacities and on the dates
indicated. Each person whose signature appears below hereby constitutes and
appoints Michael C.J. Cowpland and John Blaine, jointly and severally, his
attorney-in-fact, each with full power of substitution, to file one or more
amendments (including post-effective amendments) to this Registration Statement,
which amendments may make such changes in this Registration Statement as such
attorney-in-fact deems appropriate, and to execute in the name and on behalf of
each such person, individually and in each capacity stated below, any such
amendments to this Statement. Each person whose signature appears below hereby
ratifies and confirms all that each of the said attorneys-in-fact, or such
person's substitute or substitutes, may do or cause to be done by virtue hereof.
<TABLE>
<CAPTION>
Signature Title Date
--------- --------- -----------
<S> <C> <C>
/s/ Michael C.J. Cowpland Chairman, President, Chief Executive July 31, 2000
---------------------------- Officer and Director
Michael C.J. Cowpland
/s/ John Blaine Executive Vice President, Finance and July 31, 2000
---------------------------- Chief Financial Officer
John Blaine (principal financial and accounting
officer)
/s/ Lyle B. Blair Director July 31, 2000
----------------------------
Lyle B. Blair
Director -----------------
----------------------------
William G. Davis
/s/ Hunter S. Grant Director July 31, 2000
----------------------------
Hunter S. Grant
---------------------------- Director ------------------
Jean-Louis Malouin
/s/ Barbara McDougall Director July 31, 2000
----------------------------
Barbara McDougall
/s/ Steven Houck (Authorized Representative July 31, 2000
---------------------------- in the United States)
Steven Houck
</TABLE>
6
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Exhibit Index
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<TABLE>
<CAPTION>
Exhibit No. Description Page
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<S> <C> <C>
4.01 Certificate and Articles of Incorporation of the Company
(incorporated by reference to Exhibit 3.1 to the
Company's Registration Statement on Form F-1
(Registration Statement No. 33-50886) (the "Form F-1")).
4.02 By-law No. 6 of the Company (incorporated by
reference to Exhibit 3.2 of the Form F-1).
4.03 Specimen of Common Share Certificate (incorporated
by reference to Exhibit 4.1 to the Form F-1).
4.04 Shareholder Rights Plan agreement, as amended and
restated as of March 31, 1999, by and between the
Company and Montreal Trust Company of Canada, as
Rights Agent (incorporated by reference to the
Company's Amended Registration Statement of Form
8-A/A, filed with the Commission on July 20, 2000).
4.05 Corel Corporation Stock Option Plan.
4.06 Corel Corporation Stock Option Plan 2000.
5.01 Opinion of McCarthy Tetrault as to the legality of
the Shares being registered and to be issued by the
Company.
24.01 Consent of PriceWaterhouseCoopers LLP.
24.02 The consent of McCarthy Tetrault is contained in its
opinion filed as Exhibit 5.01 to this Registration
Statement.
25.01 Power of Attorney (included on signature page to
Registration Statement).
</TABLE>
7
